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we are seeing an increase in boards’ involvement in the interview process. A few questions that the board should ask to assess the cultural fit with a potential new GC include: • What is your view on the role of the board and the relationship between the GC, the CEO, and the board? • What topics should the board make a priority? • What issues should the audit committee focus on? • After reading our proxy, is there anything about the governance process that you would do differently? • Describe a few situations where you helped your company achieve its business goals. • Describe a situation where you were forward thinking and identified a potential risk. llllll FUNCTIONS WHERE GCs ARE EXPECTED TO ADD THE MOST VALUE TO THE BOARD IN 2020 79% 73% 65% 60% 53% 37% 26% 24% 17% 16% 9% acting as an adviser to the board acting as an adviser to the Ceo promoting best governance practices Being unafraid to ask tough/sensitive questions Serving as an ethical sounding board offering risk analysis expertise providing unique problem-solving skills Contributing to business strategy discussion Supporting the execution of the business plan Facilitating conversations in advance to make board meetings run smoothly providing continuity through Ceo and C-suite transitions PUBLIC PERCEPTIONS OF CEO COMPENSATION ACCORDING TO A RECENT nationwide survey by the Rock Center for Corporate Governance at Stanford University, Americans think CEOs are overpaid relative to the average worker. While this is hardly breaking news, what is interesting is that nearly three-fourths of the 1,202 individuals surveyed believe CEOs are paid $1 million, which is less than a tenth of the actual median reported S&P 500 CEO compensation of $10.3 million for 2014. Moreover, despite the widespread practice of structuring executive pay plans with performance-aligned incentive measures, two-thirds of those surveyed believe there is a maximum amount CEOs should be paid, regardless of the company or its performance. “There is a clear sense among the American public that CEOs are taking home much more in compensation than they deserve,” said David F. Larcker, Stanford Graduate School of Business, in the executive summary accompanying the survey results. These perceptions reveal an undercurrent of negativity toward executive pay that remains years after public companies instituted say on pay voting, which advocates promoted as a check and balance on egregious executive pay levels. The sentiment revealed by the Stanford study could be cause for concern in an environment where the media, labor unions, and shareholders are looking for targets that are ripe for criticism. In reality, some tempering may be occurring. Total compensation for chief executive officers at the nation’s largest corporations increased modestly last year, driven largely by weaker corporate and stock market performance, flat bonuses, and lower pension values, according to a new analysis of proxy disclosures by Willis Towers Watson, a global advisory, broking, and solutions company. The analysis found total pay for CEOs increased 2% in 2015, down sharply from the 16% median increase CEOs received in 2014. “Corporations and their boards need to do a better job explaining and justifying CEO pay arrangements,” said Nick Donatiello, a lecturer in corporate governance at Stanford. “It is remarkable when 74% of Americans agree about anything in today’s environment.” llllll Co r p o r at e B oa r d M e M B e r S e Co N d Q Ua rt e r 2 0 1 6 9